Common use of Adjustment for Issue or Sale of Shares at Less Than the Warrant Price Clause in Contracts

Adjustment for Issue or Sale of Shares at Less Than the Warrant Price. If, in a transaction other than an issuance excepted from these provisions as set forth below or an issuance that causes an adjustment under Sections 3.1 or 3.2, the Company shall at any time or from time to time, issue any additional shares of Common Stock without consideration or for a net consideration per share less than the Warrant Price in effect immediately prior to such issuance, then, and in each case, the Warrant Price shall be lowered to an amount equal to the lowest per share price received, or deemed received, by the Company as consideration for such Shares. For purposes of this Section 3.3: (i) There shall be no adjustment under this Section 3.3 for any sales or issuances: (a) in a transaction in which an adjustment will be made pursuant to Section 3.1 or 3.2; (b) of any shares of Common Stock or Common Stock Equivalents issued pursuant to any equity incentive plan approved by the Company's shareholders and Board of Directors; or (c) upon exercise or conversion of Common Stock Equivalents outstanding on the original date of issuance of this Warrant; (ii) The issuance of Common Stock Equivalents shall be deemed an issuance at such time of the shares of Common Stock underlying the Common Stock Equivalents. If the Effective Price shall be less than the Warrant Price at the time of such issuance, then an adjustment in the Warrant Price shall be made upon each such issuance in the manner provided in this Section 3.3. No adjustment of the Warrant Price shall be made under this Section 3.3 upon the issuance of shares of Common Stock upon the exercise or conversion of Common Stock Equivalents if an adjustment has previously been made as above provided. Any adjustment of the Warrant Price shall be disregarded, if, as and when such Common Stock Equivalents expire or are cancelled without being exercised so that the Warrant Price effective immediately upon such cancellation or expiration shall be equal to the Warrant Price in effect at the time of the issuance of the expired or cancelled Common Stock Equivalents, with such additional adjustments as would have been made to the Warrant Price had the expired or cancelled Common Stock Equivalents not been issued.